Posted tagged ‘financing’

One thing that came up often as Merrill’s recent C.D.O. sale and capital raise were discussed is how one could really say the following two statements, from the Merrill press release, are not conflicting with my statement. Let’s examine the Merrill statements first…

Merrill Lynch will provide financing to the purchaser for approximately 75% of the purchase price. The recourse on this loan will be limited to the assets of the purchaser.

The purchaser will not own any assets other than those sold pursuant to this transaction.

Seems obvious, then, that a decline in value will mean they take the assets back. Well, then why did I make the following statement (in the comments)?

[There] can be provisions that allow Merrill to extract assets from other Lone Star entities or require the SPV to get more money from the Lone Star funds

Simply put, there are a lot of different ways one can structure a trade like this. First, there are the moving parts of the economic terms: the interest rate, the margin amount (think of this exactly the same as buying a stock on margin: essentially a loan) required upfront, the level of margin required to be maintained, etc. The interest rate is easy, I would think the interest rate would be somewhere around L+100bps or so. The terms for margin could be tricky, though. For example, the financing could be structured such that it requires 25% of the market value up front and requires that any time the equity decreases by 5% it is paid back in to ensure the fund always owns 75% of the risk.

Now, regardless of whether these terms are correct or not, we have hit a snag. The second statement, cited above, from the release seems to indicate that this isn’t really possible. Lone Star’s vehicle will only own these mortgage assets, so where does the rest come from? There are a number of ways Merrill can enforce this margin be kept up. First, as is common, they give themselves the power to do so by putting in “cross default” provisions. This allows Merrill to seize assets and other monetizable interests that are in its possession or control through financing arrangements with Lone Star. An example would be if a private equity fund owned a company and also purchased some securities with a repo agreement to finance them. If the private equity fund defaulted and the company had collateral with the firm providing the repo financing, the collateral could be seized. It’s also possible that there is a requirement for Lone Star to fund the margin, although not necessarily keep it in the vehicle.

Let’s see that, immediately, something interesting falls out from these terms. First, Lone Star has to be willing to fund some margin in the short run. If the assets drop in value to drive their equity down by some threshold amount (5% in the above example), they would need to fund that or potentially suffer elsewhere (cross default) or, potentially, face the assets being taken back altogether. This last option is clearly in Merrill’s best interest since it could seize the 25% equity already in the trade and have the upside of the assets as well–assuming Lone Star would never have put in more than the 25% upfront. This seems to defy logic, especially with assets being volatile in the short run and the clear implication that 22% of face value would become the valuation benchmark. One must also admit that Lone Star will be willing to put more money into this trade when the most mundane part of the transaction is considered, namely the interest owed on the 75% being borrowed. Consider this: if there was truly no way for Lone Star to put money into these assets then Merill would own them again ~30 days after the transaction closed. Why? Monthly interest payments on the financing. Lone Star will owe around 1/12th of 1 month L.I.B.O.R. + 100bps every month. That isn’t coming out of the margin, I would bet.

So what have I shown? There are enough degrees of freedom that one can cast scenarios where John Thain is either kicking his feet up and relaxing or where he’s calling down to the C.D.O. trading desk every ten minutes asking for marks on the assets to see if they are coming back to “Mother Merrill.” I will caveat the above by saying that I don’t know what is required to be disclosed in these sorts of arrangements, but it seems like Merrill would have the higher burden to disclose anything adversely affecting their financial status, and the lack of further bad news in the financing should be taken as an indicator.

“We went to a lot of trouble to get this deal done, and we structured it in a way where there is very little chance that we ever get these C.D.O.’s back or take the same risk back,” Mr. Thain said.

Mr. Thain has been accused of misleading investors because as recently as mid-July he said that he felt comfortable with Merrill’s capital levels. He said his statements like the one on the second-quarter earnings call were true when he made them. “We would not have needed to raise more capital unless we completed the C.D.O. sale,” he said.

John Thain pretty much says the structure is well protected in the first statement. We’ve shown above that this transaction only makes sense for Lone Star if they are willing to let it run in the short term (and that makes sense if they truly think these assets are under-valued, otherwise why purchase them en masse). Couple this with all the criticism and negativeP.R. John Thain and Merrill are taking for having to do the equity raise, and it’s pretty clear that that magnitude of attention is only worth is if this sale ended this chapter. Since he specifically states the contingency in the above quotation, I’m hard-pressed to think the sale has very little chance of ever being kicked back to Merrill.

In the end, I could be wrong and forced to eat my words. We’ll see, though, and I rather doubt it.

Now, while all these are important, #2 is better covered elsewhere as I think reliance on insurers was stupid to begin with and #3 is what it is… best left for analyst reports for nuance, but very generally obvious. Let’s go to the release…

Merrill Lynch agreed to sell $30.6 billion gross notional amount of U.S. super senior ABS CDOs to an affiliate of Lone Star Funds for a purchase price of $6.7 billion. At the end of the second quarter of 2008, these CDOs were carried at $11.1 billion, and in connection with this sale Merrill Lynch will record a write-down of $4.4 billion pre-tax in the third quarter of 2008.

… [The] sale will reduce Merrill Lynch’s aggregate U.S. super senior ABS CDO long exposures from $19.9 billion at June 27, 2008, to $8.8 billion, the majority of which comprises older vintage collateral – 2005 and earlier. The pro forma $8.8 billion super senior long exposure is hedged with an aggregate of $7.2 billion of short exposure…

Merrill Lynch will provide financing to the purchaser for approximately 75% of the purchase price. The recourse on this loan will be limited to the assets of the purchaser. The purchaser will not own any assets other than those sold pursuant to this transaction. The transaction is expected to close within 60 days.

(emphasis mine).

Now, this is (via the WSJ via naked capitalism) 22 cents on the dollar. Wow! But, to be honest, this is sticker shock that comes from the massive liquidity being used here. The bid someone shows you on $30 billion versus $30 million is a very different proposition. This sounds like advice I gave before (see item #1 on that post). Now, what questions should the analysts be asking? Note the bold, italicized, underlined parts above. Seems as if the purchaser will be an entity, most likely formed for this transaction, that will only need 25% of the $6.7 billion, or $1.675 billion. Now, since the other 75% is financed, what happens if losses start flowing to these CDOs? The amount of equity decreases. From the Journal …

Many CDOs held by Merrill were viewed as highly likely to default and lose some or most of their principal value. Of around 30 CDOs totaling $32 billion that Merrill underwrote in 2007, 27 have seen their top triple-A ratings downgraded to “junk,” according to data compiled by Janet Tavakoli, a structured-finance consultant in Chicago. Their performance has been “dreadful,” she says.

(emphasis mine).

So now Merrill is in a race. Up to 78% of notional value can be written down, now, with no one taking a loss. Then the next $1.675 billion falls to Lone Star’s equity, and then the rest come out of capital Merrill has put up for the benefit of Lone Star. With the above downgrade statistics such losses aren’t completely out of the question. With this in mind, I would want to know the financing terms. The devil is in the details. Such financings could require only some margin up front in addition to the 25% equity, or none at all. The financing terms could limit Merrill’s ability to claw back more capital as the assets see further writedowns. In general, these terms could mean the risk is only cushioned, not removed. I’m sure these questions will be asked, and that Merrill anticipated such questions. This makes me think that these issues lead to the depressed price–price was the one protection potentially preventing Lone Star from having to have to cough up more money (you can’t owe money if the assets are performing better than their price implies). However, if these terms aren’t very favorable (Merrill was trying to get rid of these assets, after all) one might not ever see the financing terms. It’s also possible that Merrill retains some equity upside in these assets. I guess we’ll wait and see…

1. Why, in the name of anything or anyone, didn’t Bear use it’s leverage? No one wanted them to file. They bent Jamie Dimon over (well, $10 per share isn’t bending him over, but paying five times the original price seems to be…) when they saw an opening. Everyone fought to ensure they didn’t have to file for bankruptcy, they must have known that it would be a disaster scenario that no one wanted to see played out… so why didn’t they use that more? “Make the J.C. Flowers bid work, or find a way to match it, otherwise I’ll be filing tomorrow. I’ll fax over the preliminary bankruptcy filing in five minutes.” Why not, right? If Bear’s position could deteriorate further then they can pass some form of legal test that they did what they were also looking out for creditors… Would the Fed and U.S. Treasury Secretary let them file and throw the world into disarray? If it looked like they caused, or stopped something that could have prevented, financial market Armageddon then they would be blamed. Seems like they balked on using this tactic, and I don’t understand why.

2. Oh, yeah… where is 2,000 DJIA points coming from?

At their gloomiest, regulators believed a bankruptcy filing could stoke global fears, threatening to topple other financial institutions and to send the Dow Jones Industrial Average into a 2,000-point nose dive.

Ugh. Please, stop guessing at stupid crap. If I said 500 would that be okay? Dimensioning the problem in terms of stock market movements is stupid. Hopefully this wasn’t their actual thought process. None of the agencies involved should be setting policy or taking action to prop up the stock markets. Jeeze…

3. I’ve been told by a whole bunch of reliable people that Ken Griffin, of Citadel fame, has a brother that heads up a large group at Bear Stearns (errr… did…). If Alan Schwartz can call a Morgan Stanley banker to get some Fed help why couldn’t Bear leverage Ken’s own brother, who would be very sympathetic to Bear, to figure out their “Citadel is shorting us” problem. Maybe they didn’t know? I could be missing something, I suppose…

4. We all know that Jamie Dimon manhandled Vikram Pandit on the call. I won’t re-hash it. Seems a bit… unnecessary, but it’s an interesting statement on each man’s demeanor.

5. Okay, this amazes me…

The next day, March 21, was Good Friday. J.P. Morgan turned up the heat, telling Mr. Cohen that if Bear Stearns didn’t make the desired concessions, the bank didn’t see how it could provide funding for the brokerage to trade the following Monday. In an ugly replay of the weekend before, Bear Stearns was imperiled again.

If J.P. Morgan wouldn’t guarantee Bear Stearns’s trades on Monday, the firm would most likely have to file for bankruptcy protection.

The article isn’t specific, but weren’t they required to provide financing? Or is this not the 28-day loan? the article isn’t specific here, but I can’t imagine that if J.P. Morgan was providing funding that it wasn’t somewhere in the terms they had agreed to at some point. Something is missing, and the missing facts probably makes the above passage “kosher” … however, since it’s not there, it just seems weird that J.P. Morgan was refusing monies to Bear when it had an interest in their survival, or, perhaps, even had an obligation to fund them.

6. I anticipate many people will chime in on this…

But this time around, Bear Stearns’s business was so weak, it wasn’t eligible for a Chapter 11 reorganization filing. Instead it faced a Chapter 7 liquidation, in which a court-appointed trustee would take over the firm, likely throwing out management and launching a sale of its assets to repay debts.

Many people great legal minds have opined on how Bear could only ever file for Chapter 7 … yet there is constantly mention of Chapter 11.

7. The last few sentences are just… hoaky. Why are those in there? I don’t know.

Well.. an interesting chain of events. An interesting take on it from the WSJ. Honestly, these are the kinds of things I think allows the WSJ to add the most value. Anyone can reshash the trading day, but this is where financial sources and real reporting shines. Good job WSJ!

The next installment in the WSJ’s look at Bear’s Collapse hit today. To be honest, nothing interesting stood out. Well, except the following..

1. Why was a Moodys downgrade of Bear Stearns–branded RMBS bonds cause the stock to drop? Something there makes no sense. These are insulated from the credit of Bear Stearns itself and the bonds are issued by a SPV. Seems off, or, perhaps, smacks of normal financial journalism that takes a fact and conflates it with the cause of the markets moving on that day.

2. I have to profess not knowing a ton about prime brokerage, but it seems that if, as it normal to do, Bear provided leverage on trades for prime broker clients, they need to borrow that money and as funds fled they would be able to require repayment of those loans. Also, since most funds are loathe to keep a lot of cash, as it hurts their performance, there shouldn’t be much cash fleeing with these funds.

4. They had their lawyer call the Fed. I guess I’m not sure why the chairman of Sullivan & Cromwell was charged with calling the Fed to talk about Bear Stearns situation. Seems very odd. And why was it that when Alan Schwartz called the Fed, he struck a less alarmist tone?

5. J.P. Morgan representatives arrived and were shocked at Bear’s books. We don’t know what that means (their liquidity position? the marks they had on their positions?) exactly. But here’s an odd thing: The JPM crew asked for the Fed–and they were already there! Setup in a conference room was the Fed, having already been there for several hours. Maybe it’s completely logical that the Fed would be there, even if they hadn’t been asked for help yet… Just seems to not jive with Alan Schwartz being cautiously optimistic earlier.’

Ok, like I warned earlier, no much to really talk about in this one…. Soon, part three! The conclusion awaits.

Wow. What a difference a day makes. Bear Stearns is now, apparently, being fire-sold for $2 a share to avoid being fire-sold for the values of it’s assets minus it’s liabilities.

I was reading the WSJ piece on the topic, and it seems like there was a lot of pressure applied by the Fed to ensure Bear got sold, with no regard for shareholders (the article states this, in essence). So counterparty risk is now secure. Great! But wouldn’t it have been better to run a real process and determine the value of the company? Wouldn’t it have been more valuable to not send the message that the “health of the financial markets” is more important than a firm’s sale occurring at their true equity value? (And aren’t both of those, taken together, a contradiction? Mis-valued assets was how this mess got started.) So, let’s make some bold predictions! I don’t think they will all be right, but they are obviously all reasonable to me. I’ll show my hand and give the probability I ascribe to the prediction coming true, as well.

Prediction: Lots of shareholder lawsuits. K.K.R. was looking a bidding, so was J.C. Flowers, and the Fed says the deal needs to be done today, so they get crammed out. Who do you sue? Everybody of course! Hence JPM estimates $6b in costs for this transaction, first item listed–litigation. Probability: 100% (Bonus prediction: Someone notable from Bear joins in a lawsuit or files one themself! Probability: 50%)

Prediction: The price gets raised. A process wasn’t run, shareholders will demand more, and the Fed is taking $30 billion in risk. For $1 billion in accretion to earnings, and not even being in the first loss position on the toxic assets Bear is holding, why pay such a low price? This will become a problem for JPM. Keep in mind, this can be raised (the pruchase price) by having to pay out certain shareholders more than the bid price. For example, employees they wish to retain might have shares made whole at a higher level than the sale (you have 40k shares of BSC, you get $40 in JPM stock for each share if you stay, for example). Probability: 70%

Prediction: JPM will never see some of those assets add to their franchise. If the prime brokerage business really saw the kinds of outflows reported by the media (from Bear, that is) JPM could already be finding itself over-paying for that asset. And the mortgage and securitization business at Bear? Management for that business are at the top of that market in terms of knowledge and relationships–watch that business experience brain drain quickly. Probability: 70%

Prediction: Integration will be a nightmare. Culture clash will occur at many points in the process and within many businesses. JPM and Bear’s cultures aren’t compatible. Bear is a very raw environment and is very cut-throat. You’ll see this get ugly, fast. Big names on both sides will leave and power struggles will be common. Perhaps this is normal merger behavior, but it will be worse because the Bear employee have already been financially destroyed. You’ll see resentment for JPM from ex-Bear employees and silos form within the firm. It will be difficult to interact with certain parts of the firm depending on where you worked when JPM bought Bear. Ouch. Probability: 60%

Well, that’s it for now. I’m sure much more information will leak out as this deal develops. If this drags on or lots of game-changing information comes to light, I might revisit these later.